Cover
Cover | 12 Months Ended |
Dec. 31, 2022 | |
Document Information [Line Items] | |
Document Type | DEF 14A |
Amendment Flag | false |
Entity Information [Line Items] | |
Entity Registrant Name | Consolidated Communications Holdings, Inc. |
Entity Central Index Key | 0001304421 |
Pay vs Performance Disclosure
Pay vs Performance Disclosure pure in Millions | 12 Months Ended | ||
Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | Dec. 31, 2020 USD ($) | |
Pay vs Performance Disclosure [Table] | |||
Pay vs Performance [Table Text Block] | Pay Versus Performance Table The following table sets forth information concerning the compensation of our named executive officers (NEOs) for each of the fiscal years ended December 31, 2020, 2021 and 2022, and our financial performance for each such fiscal year: Average Summary Average Value of initial fixed $100 Investment based on: Year Summary Compensation Actually Paid to PEO(1)(2) Compensation Table Total for non-PEO NEOs Compensation Actually Paid to non-PEO NEOs Total Shareholder Return Peer Total Shareholder Return(3) Net Income ($mm) Adjusted EBITDA ($mm)(4) (a) (b) (c ) (d) (e) (f) (g) (h) (i) 2022 $ 3,365,550 $ (39,218 ) $ 1,871,767 $ 896,981 $ 92 $ 82 $ 100 $ 384 2021 $ 4,671,543 $ 5,777,281 $ 2,043,741 $ 2,523,943 $ 193 $ 112 $ (110 ) $ 464 2020 $ 3,421,213 $ 3,419,367 $ 1,767,492 $ 1,729,376 $ 126 $ 110 $ 37 $ 488 (1) Column (c) represents compensation actually paid to our Principal Executive Officer (PEO) and the average compensation actually paid to our other NEOs for the relevant fiscal year, as determined under SEC rules (and described below), which includes the individuals indicated in the table below for each fiscal year: Year PEO Non-PEO NEOs 2022 Mr. Udell Messrs. Graffam and Childers 2021 Mr. Udell Mr. Childers 2020 Mr. Udell Mr. Childers Compensation actually paid to our NEOs represents the “Total” compensation reported in the Summary Compensation Table for the applicable fiscal year, as adjusted for the following: 2020 2021 2022 Adjustments PEO Average Non-PEO NEOs PEO Average Non-PEO NEOs PEO Average Non-PEO NEOs Deduction for Amounts Reported under the “Stock Awards” and “Option Awards” Columns in the Summary Compensation Table for Applicable FY $ (2,158,512 ) $ (1,042,469 ) $ (3,453,056 ) $ (1,363,350 ) $ (2,209,482 ) $ (780,060 ) Increase based on ASC 718 Fair Value of Awards Granted during Applicable FY that Remain Unvested as of Applicable FY End, determined as of Applicable FY End $ 1,641,458 $ 792,753 $ 3,052,575 $ 1,205,227 $ 1,471,416 $ 369,374 Increase based on ASC 718 Fair Value of Awards Granted during Applicable FY that Vested during Applicable FY, determined as of Vesting Date $ 228,462 $ 110,337 $ 399,565 $ 157,761 $ 238,050 $ 86,183 Increase/deduction for Awards Granted during Prior FY that were Outstanding and Unvested as of Applicable FY End, determined based on change in ASC 718 Fair Value from Prior FY End to Applicable FY End $ 165,453 $ 57,858 $ 802,484 $ 358,171 $ (2,358,726 ) $ (467,402 ) Increase/deduction for Awards Granted during Prior FY that Vested During Applicable FY, determined based on change in ASC 718 Fair Value from Prior FY End to Vesting Date $ 121,294 $ 43,405 $ 304,170 $ 122,392 $ (546,026 ) $ (107,725 ) Deduction of ASC 718 Fair Value of Awards Granted during Prior FY that were Forfeited during Applicable FY, determined as of Prior FY End n/a n/a n/a n/a n/a $ (150,311 ) Increase based on Dividends or Other Earnings Paid during Applicable FY prior to Vesting Date n/a n/a n/a n/a n/a n/a Increase based on Incremental Fair Value of Options/SARs Modified during Applicable FY n/a n/a n/a n/a n/a n/a Deduction for Change in the Actuarial Present Values reported under the “Change in Pension Value and Nonqualified Deferred Compensation Earnings” Column of the Summary Compensation Table for Applicable FY n/a n/a n/a n/a n/a n/a Increase for Service Cost and, if applicable, Prior Service Cost for Pension Plans n/a n/a n/a n/a n/a n/a TOTAL ADJUSTMENTS $ (1,846 ) $ (38,116 ) $ 1,105,738 $ 480,201 $ (3,404,768 ) $ (1,049,941 ) (2) Fair value or change in fair value, as applicable, of equity awards in the “Compensation Actually Paid” columns was determined by reference to the following: (i) for solely service-vesting restricted stock awards, the closing price per share on the applicable year-end date(s) or, in the case of vesting dates, the closing price per share on the applicable vesting date(s); (ii) for performance share awards, the same valuation methodology as restricted stock awards above except that the year-end values are multiplied by the probability of achievement of the applicable performance objective as of the applicable date; and (iii) for market-based awards, the fair value calculated by a Monte Carlo simulation model as of the applicable year-end date(s). For market-based awards, the fair value is calculated by a Monte Carlo simulation model as of the applicable date(s) to estimate the probability of satisfying the performance objective established for the award. The Monte Carlo simulation utilizes multiple input variables, including the expected volatility of our stock price and other assumptions appropriate for determining fair value. The expected volatility of our stock price is measured relative to the applicable comparative index, and a risk-free interest rate is derived from a linear interpolation of the term structure of Treasury Constant Maturities yield rates for the applicable period. For additional information on the assumptions used to calculate the valuation of the awards, see the Notes to Consolidated Financial Statements in our Annual Report on Form 10-K for the fiscal year ended 2022 and prior fiscal years. (3) Column (g) represents the cumulative TSR (the “Peer Group TSR”) of the (4) Column (i) represents Adjusted EBITDA, a non-GAAP measure described further in Appendix A - Supplemental Disclosure Regarding Non-GAAP Financial Information | ||
Company Selected Measure Name | Adjusted EBITDA | ||
Named Executive Officers, Footnote [Text Block] | (1) Column (c) represents compensation actually paid to our Principal Executive Officer (PEO) and the average compensation actually paid to our other NEOs for the relevant fiscal year, as determined under SEC rules (and described below), which includes the individuals indicated in the table below for each fiscal year: Year PEO Non-PEO NEOs 2022 Mr. Udell Messrs. Graffam and Childers 2021 Mr. Udell Mr. Childers 2020 Mr. Udell Mr. Childers | ||
Peer Group Issuers, Footnote [Text Block] | (3) Column (g) represents the cumulative TSR (the “Peer Group TSR”) of the | ||
PEO Total Compensation Amount | $ 3,365,550 | $ 4,671,543 | $ 3,421,213 |
PEO Actually Paid Compensation Amount | $ (39,218) | 5,777,281 | 3,419,367 |
Adjustment To PEO Compensation, Footnote [Text Block] | Compensation actually paid to our NEOs represents the “Total” compensation reported in the Summary Compensation Table for the applicable fiscal year, as adjusted for the following: 2020 2021 2022 Adjustments PEO Average Non-PEO NEOs PEO Average Non-PEO NEOs PEO Average Non-PEO NEOs Deduction for Amounts Reported under the “Stock Awards” and “Option Awards” Columns in the Summary Compensation Table for Applicable FY $ (2,158,512 ) $ (1,042,469 ) $ (3,453,056 ) $ (1,363,350 ) $ (2,209,482 ) $ (780,060 ) Increase based on ASC 718 Fair Value of Awards Granted during Applicable FY that Remain Unvested as of Applicable FY End, determined as of Applicable FY End $ 1,641,458 $ 792,753 $ 3,052,575 $ 1,205,227 $ 1,471,416 $ 369,374 Increase based on ASC 718 Fair Value of Awards Granted during Applicable FY that Vested during Applicable FY, determined as of Vesting Date $ 228,462 $ 110,337 $ 399,565 $ 157,761 $ 238,050 $ 86,183 Increase/deduction for Awards Granted during Prior FY that were Outstanding and Unvested as of Applicable FY End, determined based on change in ASC 718 Fair Value from Prior FY End to Applicable FY End $ 165,453 $ 57,858 $ 802,484 $ 358,171 $ (2,358,726 ) $ (467,402 ) Increase/deduction for Awards Granted during Prior FY that Vested During Applicable FY, determined based on change in ASC 718 Fair Value from Prior FY End to Vesting Date $ 121,294 $ 43,405 $ 304,170 $ 122,392 $ (546,026 ) $ (107,725 ) Deduction of ASC 718 Fair Value of Awards Granted during Prior FY that were Forfeited during Applicable FY, determined as of Prior FY End n/a n/a n/a n/a n/a $ (150,311 ) Increase based on Dividends or Other Earnings Paid during Applicable FY prior to Vesting Date n/a n/a n/a n/a n/a n/a Increase based on Incremental Fair Value of Options/SARs Modified during Applicable FY n/a n/a n/a n/a n/a n/a Deduction for Change in the Actuarial Present Values reported under the “Change in Pension Value and Nonqualified Deferred Compensation Earnings” Column of the Summary Compensation Table for Applicable FY n/a n/a n/a n/a n/a n/a Increase for Service Cost and, if applicable, Prior Service Cost for Pension Plans n/a n/a n/a n/a n/a n/a TOTAL ADJUSTMENTS $ (1,846 ) $ (38,116 ) $ 1,105,738 $ 480,201 $ (3,404,768 ) $ (1,049,941 ) (2) Fair value or change in fair value, as applicable, of equity awards in the “Compensation Actually Paid” columns was determined by reference to the following: (i) for solely service-vesting restricted stock awards, the closing price per share on the applicable year-end date(s) or, in the case of vesting dates, the closing price per share on the applicable vesting date(s); (ii) for performance share awards, the same valuation methodology as restricted stock awards above except that the year-end values are multiplied by the probability of achievement of the applicable performance objective as of the applicable date; and (iii) for market-based awards, the fair value calculated by a Monte Carlo simulation model as of the applicable year-end date(s). For market-based awards, the fair value is calculated by a Monte Carlo simulation model as of the applicable date(s) to estimate the probability of satisfying the performance objective established for the award. The Monte Carlo simulation utilizes multiple input variables, including the expected volatility of our stock price and other assumptions appropriate for determining fair value. The expected volatility of our stock price is measured relative to the applicable comparative index, and a risk-free interest rate is derived from a linear interpolation of the term structure of Treasury Constant Maturities yield rates for the applicable period. For additional information on the assumptions used to calculate the valuation of the awards, see the Notes to Consolidated Financial Statements in our Annual Report on Form 10-K for the fiscal year ended 2022 and prior fiscal years. | ||
Non-PEO NEO Average Total Compensation Amount | $ 1,871,767 | 2,043,741 | 1,767,492 |
Non-PEO NEO Average Compensation Actually Paid Amount | $ 896,981 | 2,523,943 | 1,729,376 |
Adjustment to Non-PEO NEO Compensation Footnote [Text Block] | Compensation actually paid to our NEOs represents the “Total” compensation reported in the Summary Compensation Table for the applicable fiscal year, as adjusted for the following: 2020 2021 2022 Adjustments PEO Average Non-PEO NEOs PEO Average Non-PEO NEOs PEO Average Non-PEO NEOs Deduction for Amounts Reported under the “Stock Awards” and “Option Awards” Columns in the Summary Compensation Table for Applicable FY $ (2,158,512 ) $ (1,042,469 ) $ (3,453,056 ) $ (1,363,350 ) $ (2,209,482 ) $ (780,060 ) Increase based on ASC 718 Fair Value of Awards Granted during Applicable FY that Remain Unvested as of Applicable FY End, determined as of Applicable FY End $ 1,641,458 $ 792,753 $ 3,052,575 $ 1,205,227 $ 1,471,416 $ 369,374 Increase based on ASC 718 Fair Value of Awards Granted during Applicable FY that Vested during Applicable FY, determined as of Vesting Date $ 228,462 $ 110,337 $ 399,565 $ 157,761 $ 238,050 $ 86,183 Increase/deduction for Awards Granted during Prior FY that were Outstanding and Unvested as of Applicable FY End, determined based on change in ASC 718 Fair Value from Prior FY End to Applicable FY End $ 165,453 $ 57,858 $ 802,484 $ 358,171 $ (2,358,726 ) $ (467,402 ) Increase/deduction for Awards Granted during Prior FY that Vested During Applicable FY, determined based on change in ASC 718 Fair Value from Prior FY End to Vesting Date $ 121,294 $ 43,405 $ 304,170 $ 122,392 $ (546,026 ) $ (107,725 ) Deduction of ASC 718 Fair Value of Awards Granted during Prior FY that were Forfeited during Applicable FY, determined as of Prior FY End n/a n/a n/a n/a n/a $ (150,311 ) Increase based on Dividends or Other Earnings Paid during Applicable FY prior to Vesting Date n/a n/a n/a n/a n/a n/a Increase based on Incremental Fair Value of Options/SARs Modified during Applicable FY n/a n/a n/a n/a n/a n/a Deduction for Change in the Actuarial Present Values reported under the “Change in Pension Value and Nonqualified Deferred Compensation Earnings” Column of the Summary Compensation Table for Applicable FY n/a n/a n/a n/a n/a n/a Increase for Service Cost and, if applicable, Prior Service Cost for Pension Plans n/a n/a n/a n/a n/a n/a TOTAL ADJUSTMENTS $ (1,846 ) $ (38,116 ) $ 1,105,738 $ 480,201 $ (3,404,768 ) $ (1,049,941 ) (2) Fair value or change in fair value, as applicable, of equity awards in the “Compensation Actually Paid” columns was determined by reference to the following: (i) for solely service-vesting restricted stock awards, the closing price per share on the applicable year-end date(s) or, in the case of vesting dates, the closing price per share on the applicable vesting date(s); (ii) for performance share awards, the same valuation methodology as restricted stock awards above except that the year-end values are multiplied by the probability of achievement of the applicable performance objective as of the applicable date; and (iii) for market-based awards, the fair value calculated by a Monte Carlo simulation model as of the applicable year-end date(s). For market-based awards, the fair value is calculated by a Monte Carlo simulation model as of the applicable date(s) to estimate the probability of satisfying the performance objective established for the award. The Monte Carlo simulation utilizes multiple input variables, including the expected volatility of our stock price and other assumptions appropriate for determining fair value. The expected volatility of our stock price is measured relative to the applicable comparative index, and a risk-free interest rate is derived from a linear interpolation of the term structure of Treasury Constant Maturities yield rates for the applicable period. For additional information on the assumptions used to calculate the valuation of the awards, see the Notes to Consolidated Financial Statements in our Annual Report on Form 10-K for the fiscal year ended 2022 and prior fiscal years. | ||
Compensation Actually Paid vs. Total Shareholder Return [Text Block] | |||
Compensation Actually Paid vs. Net Income [Text Block] | |||
Compensation Actually Paid vs. Company Selected Measure [Text Block] | |||
Tabular List [Table Text Block] | Pay Versus Performance Tabular List We believe the following performance measures represent the most important financial performance measures used by us to link compensation actually paid to our NEOs for the fiscal year ended December 31, 2022: • Adjusted EBITDA; • revenue; and • TSR. For additional details regarding our most important financial performance measures, please see the section titled “Relationship Between Financial Performance Measures” in our Compensation Discussion and Analysis (CD&A) elsewhere in this Proxy Statement. | ||
Total Shareholder Return Amount | $ 92 | 193 | 126 |
Peer Group Total Shareholder Return Amount | 82 | 112 | 110 |
Net Income (Loss) | $ 100,000,000 | $ 110,000,000 | $ 37,000,000 |
Company Selected Measure Amount | 384 | 464 | 488 |
PEO Name | Mr. Udell | ||
Measure [Axis]: 1 | |||
Pay vs Performance Disclosure [Table] | |||
Measure Name | Adjusted EBITDA | ||
Non-GAAP Measure Description [Text Block] | (4) Column (i) represents Adjusted EBITDA, a non-GAAP measure described further in Appendix A - Supplemental Disclosure Regarding Non-GAAP Financial Information | ||
Measure [Axis]: 2 | |||
Pay vs Performance Disclosure [Table] | |||
Measure Name | revenue | ||
Measure [Axis]: 3 | |||
Pay vs Performance Disclosure [Table] | |||
Measure Name | TSR | ||
PEO [Member] | |||
Pay vs Performance Disclosure [Table] | |||
Adjustment to Compensation Amount | $ (3,404,768) | $ 1,105,738 | $ (1,846) |
PEO [Member] | Deduction for Amounts Reported under the Stock Awards and Option Awards [Member] | |||
Pay vs Performance Disclosure [Table] | |||
Adjustment to Compensation Amount | (2,209,482) | (3,453,056) | (2,158,512) |
PEO [Member] | Increase in Fair Value of Awards Granted during Applicable FY that Remain Unvested [Member] | |||
Pay vs Performance Disclosure [Table] | |||
Adjustment to Compensation Amount | 1,471,416 | 3,052,575 | 1,641,458 |
PEO [Member] | Increase in Fair Value of Awards Granted during Applicable FY ,Vested Member] | |||
Pay vs Performance Disclosure [Table] | |||
Adjustment to Compensation Amount | 238,050 | 399,565 | 228,462 |
PEO [Member] | Increase/ deduction for Awards Granted during Prior FY , Outstanding and Unvested [Member] | |||
Pay vs Performance Disclosure [Table] | |||
Adjustment to Compensation Amount | (2,358,726) | 802,484 | 165,453 |
PEO [Member] | Increase/deduction for Awards Granted during Prior FY that Vested [Member] | |||
Pay vs Performance Disclosure [Table] | |||
Adjustment to Compensation Amount | (546,026) | 304,170 | 121,294 |
Non-PEO NEO [Member] | |||
Pay vs Performance Disclosure [Table] | |||
Adjustment to Compensation Amount | (1,049,941) | 480,201 | (38,116) |
Non-PEO NEO [Member] | Deduction for Amounts Reported under the Stock Awards and Option Awards [Member] | |||
Pay vs Performance Disclosure [Table] | |||
Adjustment to Compensation Amount | (780,060) | (1,363,350) | (1,042,469) |
Non-PEO NEO [Member] | Increase in Fair Value of Awards Granted during Applicable FY that Remain Unvested [Member] | |||
Pay vs Performance Disclosure [Table] | |||
Adjustment to Compensation Amount | 369,374 | 1,205,227 | 792,753 |
Non-PEO NEO [Member] | Increase in Fair Value of Awards Granted during Applicable FY ,Vested Member] | |||
Pay vs Performance Disclosure [Table] | |||
Adjustment to Compensation Amount | 86,183 | 157,761 | 110,337 |
Non-PEO NEO [Member] | Increase/ deduction for Awards Granted during Prior FY , Outstanding and Unvested [Member] | |||
Pay vs Performance Disclosure [Table] | |||
Adjustment to Compensation Amount | (467,402) | 358,171 | 57,858 |
Non-PEO NEO [Member] | Increase/deduction for Awards Granted during Prior FY that Vested [Member] | |||
Pay vs Performance Disclosure [Table] | |||
Adjustment to Compensation Amount | (107,725) | $ 122,392 | $ 43,405 |
Non-PEO NEO [Member] | Fair Value of Awards Granted during Prior FY that were Forfeited [Member] | |||
Pay vs Performance Disclosure [Table] | |||
Adjustment to Compensation Amount | $ (150,311) |